DigitalOcean Announces Pricing of Upsized Public Offering of Common Stock

DigitalOcean Holdings, Inc. (NYSE:DOCN), the Agentic Inference Cloud built for production AI, announced today the pricing of an upsized underwritten offering (the "Offering") of 10,389,611 shares of its common stock for total gross proceeds of approximately $800 million. DigitalOcean has granted the underwriters a 30-day option to purchase up to an additional 1,558,441 shares of common stock at the public offering price, less the underwriting discounts and commissions. The size of the Offering was increased from the previously announced $700 million of shares of common stock. The Offering is expected to close on March 26, 2026, subject to customary closing conditions.

DigitalOcean intends to use the net proceeds from the Offering (i) to make investments in additional infrastructure capacity, beyond what it has previously communicated, to support customer demand for DigitalOcean's cloud / AI platform, (ii) to strengthen its balance sheet by paying down its existing Term Loan A, and (iii) for general corporate purposes. DigitalOcean is in advanced discussions to secure this additional data center capacity to support its growth.

J.P. Morgan, Morgan Stanley and BofA Securities are acting as joint book-running managers for the Offering. Goldman Sachs & Co. LLC, Citizens Capital Markets and MUFG are acting as bookrunners for the Offering. KeyBanc Capital Markets is acting as a co-manager for the Offering.

The Offering is being made pursuant to DigitalOcean's effective shelf registration statement on Form S-3, including a base prospectus, filed with the Securities and Exchange Commission (the "SEC") and a prospectus supplement relating to the Offering. Copies of the preliminary prospectus supplement and accompanying base prospectus and, when available, copies of the final prospectus supplement and accompanying base prospectus, related to the Offering may be obtained, free of charge, at the SEC's website at www.sec.gov or by contacting J.P. Morgan Securities LLC, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or email: [email protected] and [email protected], Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255, Attention: Prospectus Department or by email at [email protected] or by telephone at 1-800-294-1322.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

About DigitalOcean

DigitalOcean is the Agentic Inference Cloud built for AI-native and Digital-native enterprises scaling production workloads. The platform combines production-ready GPU infrastructure with a full-stack cloud to deliver operational simplicity and predictable economics at scale. By integrating inference capabilities with core cloud services, DigitalOcean's Agentic Inference Cloud enables customers to expand as they grow — driving durable, compounding usage over time. More than 640,000 customers trust DigitalOcean to power their cloud and AI infrastructure.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding, among other things, the expected closing date of the Offering, the intended use of proceeds from the Offering and DigitalOcean's plans and expectations regarding securing additional data center capacity and its growth. Forward-looking statements represent DigitalOcean's current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including the trading price and volatility of the common stock and risks relating to DigitalOcean's business, including those described under the caption "Risk Factors" and elsewhere in DigitalOcean's filings with the SEC, including in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 24, 2026, and the future quarterly and current reports that DigitalOcean files with the SEC. DigitalOcean may not consummate the Offering described in this press release and, if the Offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and DigitalOcean does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

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Source: DigitalOcean